17-0823_GRANICUS, INC_E7_Agenda ReportTO :
FROM:
SUBMITTED BY :
PREPARED BY :
DATE:
SUBJECT:
City of San Juan Capistrano
Agenda Report
Honorable Mayor and Members of the City Council
~ Siegel, City Manager
Maria Morris, City Clerk v/
Christy Jakl, Assistant City Cle r'6
September 5 , 2017
9/5/2017
E7
Consideration of a Third Amendment to the Service Agreement for
Webcasting Media Solution and Monthly Managed Services
(Granicus , Inc .)
RECOMM ENDATION :
By motion , approve and authorize the City Manager to execute a Third Amendment to
the Service Agreement with Granicus, Inc., extending the term to December 6 , 2017, for
monthly managed webcasting media solution services.
EXECUTIVE SUMMARY:
The City currently has an agreement with Granicus, Inc ., for the monthly management
of webcasting of public meetings. Granicus provides webcasting of upcoming agendas,
live internet broadcasting of public meetings and hosts the storage of archived videos,
agendas and minutes of all City Council, Commissions, Committees and Board
meetings. Granicus has agreed to extend the term of the agreement to December 6,
2017 , at the same service level and price for monthly managed services to allow the
necessary time for the transition of IT services . Staff is requesting approval of the Third
Amendment to the Agreement and authorization for the City Manager to execute the
Amendment.
DISCUSSION /ANALYSIS :
On this evening's agenda is an item that would transition IT management services to
another vendor. Pending Council approval once that transition is complete, a Request
for Proposal (RFP) for webcasting and agenda management of the City's public
meetings will be issued . Extending the term of the Granicus agreement will provide
staff the time necessary to develop and issue the RFP and research all the available
options offered for this type of service.
City Council Agenda Report
September 5, 2017
Page 2 of 2
Since 2012, the Granicus media solution has offered the public the opportunity to view
live and archived City Council, Commission, Committee and Board meetings including
access to approved meeting minutes. Additional features provided with this media
solution include the ability to index and keyword search archived content and provide a
paperless solution for agenda packets.
FISCAL IMPACT :
Funding for the monthly management webcasting solution is included in the adopted
Fiscal Year 2017-18 budget. The annual budget amount for Fiscal Year 2017-18 is
$18,080.00, and is sufficient to cover the proposed contract extension.
ENVIRONMENTAL IMPACT:
Not applicable .
PRIOR CITY COUNCIL REVIEW:
• On December 6, 2011, the City Council approved a Services Agreement with
Granicus, Inc. for the purchase of webcasting media solution, monthly
management services, video equipment, and installation of equipment.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS :
This item does not go through the Commission/Committee review process .
NOTI FICAT ION :
G ran icus , Inc .
ATTACHM E NT(S):
Attachment 1 -
Attachment 2 -
Attachment 3 -
Attachment 4 -
Draft Third Amendment with Granicus, Inc.
Second Amendment with Granicus, Inc.
First Amendment to Services Agreement with Granicus, Inc .
Services Agreement with Granicus, Inc.
THIRD AMENDMENT TO THE GRANICUS SERVICE AGREEMENT BETWEEN
GRANICUS, INC. AND SAN JUAN CAPISTRANO, CA
This Third Amendment to the Granicus, Inc. Service Agreement is dated August 23, 2017 and entered
into by and between Granicus, Inc., a California Corporation (hereinafter referred to as "Granicus"), and
San Juan Capistrano, CA (hereinafter referred to as "Client"), with reference to the following:
WH E REAS, the Client and Granicus entered into an Agreement dated December 6, 20 I I, as amended by
that ce1iain First Amendment dated [August 1, 20 12] and Second Amendment, dated [June 24 , 20 16]
(collectively, the "Agreement"); and
WHEREAS, the Client wishes to extend the term of the Agreement;·
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended
as follows :
1. Unless extended by the Client or terminated in accordance with the Agreement, the term of this
Agreement shall continue in full force and effect until December 6, 2017 .
2. Except as amended by this Third Amendment, all other terms and conditions of the Agreement
shall remain in full force and effect.
3 . In the event of any inconsistency between the provisions of this Third Amendment and the
documents comprising the Agreement,. the provisions of this Third Amendment shall prevail.
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their duly
authorized representatives,
SAN JUAN CAPISTRANO, CA
By: ___________ _
Ben Siegel, City Manager
Date : ____________ _
ATTE ST:
By: ________________________ _
Maria Morris, City Clerk
16498.00100\3 00833 22. 1
GRANICUS, INC.
By: ________________________ __
Mark Hynes
CEO
Date: ____________ _
APPROVED AS TO LEGAL FORM:
By: _______________________ __
Jeffrey Ballinger, City Attorney
ATTACHMENT ·1
SECOND AMENDMENT TO THE GRANICUS SERVICES AGREEMENT BETWEEN
GRANICUS, INC. AND SAN .JUAN CAPISTRANO, CA
This Second Amendment to the Grnnicus Services Agreement dated December 6, 2011 (hert:inafter
refened La as "Agreement") is made and entered into by and between Granicus, Inc., a California
Corporation (hereinafter refctTed to as "Granicus"), and San Juan Capistrano, CA, (hereinafter referred to
as "Client"), with reference to the following:
WHEREAS, Granicus provides a full-service solution that includes hardware, software, automated
indexing capabilities, voting systems , website page design and integration with Council Agendas, a
mee tin g min utes module, on-site user training and 2417 technic a l s upport whiuh meet Client needs as well
as the integration services that are required for timely implementation; and
WHEREAS, Granicus represents that it has the qualities, expertise, skills, and abilities to perform such
work; and
WHEREAS, the Client wishes to extend the term ofthe Agreement between the two p::uties;
NOW, THEREFQgE, in consideration of the premises, the parties intend that the Agreement be amended
as follows:
l. Unless earlier terminated in accordance with the Agreement, or extended by the Client, the term of the
Agreement shall continue in f11ll force and effect until June 6, 2017.
2. Except as amended hy this First Amendment, alI other terms and conditions of the Agreement s hall
remain in full force and effect.
3, In the event of any inconsistency between the provisions of thir; First Amendment and the attachments
hereto, the inconsistency shall be resolved by giving precedence to the documents in the following order:
A. Paragraphs set forth in the body of this First Amendment
!3. Paragraphs set forth in the body of Agreement
IN WITNESS WHEREOF, tht: parties have caused this first Amendment to be cxecntcd by their duly
authorizt:d representatives,
SAN JUAN CAP JSTR 0, CA
...-:::Z -/' ~· By:
Date: __ / 2-t-( -(/,.._7 __ _ Dat e:
ATTACHMENT 2
SECOND AMENDMENT TO THE GRANICUS SERVICES AGREEMENT BETWEEN
GRANICUS, INC. AND SAN JUAN CAPISTRANO, CA
-
APPROVED AS TO FORM:
ATTEST:
FIRST AMENDMENT TO THE GRANICUS SERVICES AGREEMENT BETWEEN
GRANICUS, INC. AND THE CITY OF SAN ,JUAN CAPISTRANO, CA
This First Amendment to the Granicus, Inc. Sc.rvices Agreerrient dated July 1, 2012 (hereinafter referred
to as "Agreement") is made and entered into by and between Granicus, Inc., a California Corporation
(hereinafter referred to as "Granicus"), and the City of San Juan Capistrano, CA (hereinafter referred to as
"Client"), with reference to the following:
WHEREAS, Granicus, a California-based company, provides a full-service solution that includes
hardware, software, automated indexing capabilities, voting systems, website page design and integration
with Council Agendas, a meeting minutes module, on-site user training and 24/7 technical support that
meet Client needs as well as the integration services that are required for timely implementation; and
WHEREAS, Granicus represents that it has the qualities, expertise, skills, and abilities to perform such
work; and
WHEREAS, in addition to Client's existing Granicus solution, Client wishes to expand their video feed
services as detailed in the Proposal, which is attached as Exhibit A and incorpomted herein by reference;
and
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended
as follows:
1. Beginning July l, 2012, Client will move to a flat billing rate as detailed in Exhibit A. Client's
Granicus solution shall now include additions to the Agreement as detailed in Exhibit A.
2 . Except as amended by this First Amendment, all other terms and conditions of the Agreement shall
remain in full force and effect.
3. In the event of any inconsistency between the provisions of this First Amendment, and the original
Agreement, the inconsistency shall be resolved by giving precedence to the documents in the following
order:
A. Paragraphs set forth in the body of the First Amendment.
B. Paragraphs set forth in the body of Agreement
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly
authod representatives,
President
Date: Date:____.J.]+-1,) f~f-H//~1.,__ __ f-I
ATTACHMENT 3
APPROVED AS TO FORM:
By•CkWJ J(A;~
Omar Sandova I
City Attorney
Date: fo ~ l6 ,-l ?---
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EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.]
t:~ gran1cus.
Current:
BroadcastManager 1 000
One camera displays a wide image of Council Chambers.
• $7,500 initial license fee (includes equip. & installation)
• $258 professional services per month (includes two meetings)
• Additional meetings are $129 each
• $129 monthly equipment license fee
• Includes Cox Cable integration at BroadcastManager location
Based on an average of 20 council meetings per year and after initial startup liCense fee, the yearly
cost will be:
Professional Services··-20 meetings@ 258/month x 12 = 3,096
Equipment License fee---® 129/month x 12"'
Totaliyr. $4,644
New:
The City of San Juan Capistrano who had previously contracted with Granicus for GovTV to provide
video feed services for 24 City Council Meetings per year, has decided to expand the video feed to
include all of their approximately 130 meetings per year. Because of this decision, they have asked
for a flat rate for video feed services for an unlimited number of meetings per year.
Contract Amendment Terms:
BroadcastManager 1 000
Equipment Lease $129/month x 12"' s 1,548
Video Feed For ($ 536.50/ month x 12) Unlimited Meetings = $6,450
(New Monthly Charge"' $666.50/ month)
Total/ yr. $ 7998
GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of December ..u_, 2011 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation,
and City of san Juan Capistrano, a California Municipal Corporation (the "Client").
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client
Website, (iii) use the Grnnicus Software subject to the terms and conditions set forth in this
Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the
Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
I. GRANICUS SOFTWAR E AND MANAGED SERVICES.
1.1· Softw are and Servi ces . Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, and Managed Services that comprise the
Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided
by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly
cost of the Managed Services, as detailed in Exhibit A.
2. GRANT OF LICENSE.
2. I Ownership . Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and
non-exclusive license to access the Granicus Software listed in the Solution Description and a
revocable, non-sublicensnble, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to Granicus and protected by intellectual property
laws and international intellectual property treaties. Pursuant to this Agreement, Client may use
the Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the Client's Managed Services will also result in the immediate termination of the
Client's Software license as described in Section 2.2 hereof.
2.3 Limited Warranty: Exclusive Remedies. Subject to Sections 6. J and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Gmnicus, will
substantially perform in accordance with its applicable written specifications for as long as the
Client pays for and receives Managed Services. The exclusive remedies available to Client arc
included in the "Support Information" attached hereto as Exhibit B.
2.4 Limit ations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
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assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, or otherwise make available the
Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof, except as expressly outlined in the Proposal.
3. PAYMENT OF FEES
3.1 Client agrees to pay all costs as outlined in Exhibit A.
3.2 Clients who either enter into a contract agreement with Granicus, or submit a
written purchase order to Granicus, prior to December 31, 2011 are eligible for a one-time
promotion. As part of this promotion, the Client will receive Monthly Managed Services at no cost
to Client until July I, 2012. Discounted billing for Monthly Managed Services will start after
deployment has been completed. Clients are responsible to pay their Monthly Managed Service
fees in full starting July 1, 2012, billing for this period starts on April 15, 2012. Up-front costs are
not affected by this promotion. Monthly Managed service fees on existing products are not affected
by this promotion. For sales including managed hardware, deployment will not begin unless a
signed contract has been received.
3.3 Upon execution of this Agreement, Granicus shall invoice and the Client agrees to
pay fifty percent (50%) ofthe up front costs. The balance ofthe SO% of the up front costs will be
invoiced by Granicus once the equipment becomes operational. Monthly billing for Managed
Services shall begin on April 15, 2012 pursuant to Section 3.2.
3.4 Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of
invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly
basis, no later than the first day of each month in advance of services . Granic us, Inc. shall send all
invoices to:
Name:
Title:
City of San Juan Capistrano
Attn.: City Clerk
Address: 32400 Paseo Adelanto
San Juan Capistrano, CA 92675
3.5 Upon renewal of this Agreement, Granicus may include (in which case Client
agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of
Labor and Statistics website http://www.bls.gov/CPI{) or three (3) percent a year on Client's
Managed Services Fee, whichever is higher.
3.6 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Onsite Training. For any cancellations within forty-eight (48) hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (I 00) percent of the purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need to be purchased
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four (24) hours of
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the scheduled online training, Granicus, at its sole discretion, may invoice the Client for
fifty (50) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
3.6 Additions. Granicus, at its' sole discretion, may add features or functionality to
existing product suite bundles for various reasons, including to enhance Granicus' offerings, or
improve user satisfaction. During the initial period of this Agreement, the customer understands
that the use of these additional products is included in the originally agreed upon monthly managed
services fees.
At contract renewal, the customer acknowledges that this added functionality may have
additional monthly managed service charges associated with it and that monthly managed services
rates on renewals may have a higher rate than preceding years.
4. CONTENT PROVIDED TO GRANJCUS
4.1 Responsibility for Content. The Client shall have sole control and responsibility
over the determination of which data and information shall be included in the content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be ·
operational at any particular time and at any particular location. However, Granicus has the right
(but not the obligation) to remove any content that Granicus believes violates any applicable law or
this Agreement.
4.2 Restrictions. Client shall' not provide Granicus with any content that: (i) infringes
any third party's copyright, patent, trademark, tmde secret or other proprietary rights; (ii) violates
any law, statute, ordinance or regulation, including without limitation the Jaws and regulations
governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) contains any viruses, or any other similar software, data, or
programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data,
information, or property of another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Tmdemarks,
including any goodwill associated therewith, subject to the limited license granted to the Client
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the
other Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non-exclusive, non-transferable (other than as
provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably
necessary· to perform its obligations under this Agreement, provided that any promotional materials
containing the other party's trademarks shall be subject to the prior written approval of such other
party, which approval shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services,
software and deliverables are provided "as is" and Granicus expressly disclaims any and all express
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or implied warranties, including but not limited to implied warranties of merchantability, and
fitness for a particular purpose. Granicus does not warrant that access to or use of its software or
services will be uninterrupted or error free. In the event of any interruption, Granicus' sole
obligation shall be to use commercially reasonable efforts to restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
support; damages or costs relating to the Joss of: profits or revenues, goodwill, data (including loss
of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute
goods, services or technology, even if advised of the possibility of such damages and even in the
event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and
licensors' liability exceed the amounts paid by client under this agreement regardless of the form of
the claim (including without limitation, any contract, product liability, or tort claim (including
negligence, statutory or otherwise).
7. CON FIDENTIAL TNFORMATJON & OWNERSHIP.
7.1 Confidentiality Obligat ions. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to this Agreement
that is identified as confidential or proprietary at the time of disclosure or is of a nature that should
reasonably be considered to be confidential, and includes but is not limited to all business,
technical and other information (including without limitation, all product, services, financial,
marketing, engineering, research and development information, product specifications, technical
data, data sheets, software, inventions, processes, training manuals, know-how and any other
information or material), disclosed from time to time by the disclosing party to the receiving party,
directly or indirectly in any manner whatsoever (including without limitation, in writing, orally,
electronically, or by inspection); provided, however, that Confidential Information shall not include
the content that is to be published on the website(s) of Client, including this Agreement.
7.2 Except as may be required by State law (including the California Public Records
Act, Government Code §§ 6250 et seq., and the Brown Act, Government Code §§ 54950 et seq.),
each party agrees to keep confidential and not disclose to any third party, and to use only for
purposes of perfonning or as otherwise pennitted under this Agreement, any Confidential
Information. The receiving party shall protect the Confidential Information using measures similar
to those it takes to protect its own confidential and proprietary infonnation of a similar nature but
not less than reasonable measures. Each party agrees not to disclose · the Confidential Information
to any of its representatives except those who are required to have the Confidential Information in
connection with this Agreement and then only if such representative is either subject to a written
confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover
the confidential treatment of the Confidential Information.
7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was
already in the public domain at the time of the disclosure thereof, (iii) entered the public domain
through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is
required by law or government order to be disclosed by the receiving party, provided that the
receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as
reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its
Page 4 --·---·
expense to cause such disclosed Confidential Information to be treated by such governmental
authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for eighteen ( 18) months after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (1) year each, unless either party
notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party
does not wish to renew this Agreement.
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client has the right to keep any purchased hardware, provided that Client
removes and/or uninstalls any Granicus Software on such hardware. However, if Client
has received hardware as part of a Gmnicus Open Platform Suite solution ("Open Platform
Hardware"), Client understands that upon termination of this Agreement, Client shall
immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform
Hardware must be returned within fifteen (IS) days of termination, and must be in
substantially the same condition as when originally shipped, subject only to normal wear
and tear; and
(c) Client shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a
written certification to Gmnicus certifYing that it no longer has custody of any copies of the
Granicus Software.
8.3 Obligations Upon Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
(b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, 9, and 10 of the
agreement, and applicable provisions of the Exhibits intended to survive, shall survive
termination ofthis Agreement and continue in full force and effect;
(c) pursuant to the Tennination or Expimtion Options Regarding Content,
Granicus shall allow the Client limited access to the Client's Content, including, but not
limited to, all video recordings, timestamps, indices, and cross-referenced documentation.
The Client shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format; and
(d) Gmnicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
·---PageS
9. PATENT. COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is
likely to become, the subject of an infringement claim, Granicus may, at its option and sole
discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in
this Agreement; (ii) replace the Granicus Software with another software product that provides
similar functionality; or (iii) if Granicus determines that neither of the foregoing options are
reasonably available, Granicus may cease providing the applicable services or require that Client
cease use of and destroy the Granicus Software. In that event, and provided that Client returns or
destroys (and certifY to such destruction of) all copies of the Granicus Software in Client's
possession or control, if any, Granicus will refund to Client all license fees paid by Client under the
current Agreement.
9.2 If promptly notified in writing of any action brought against Client based on a
claim that the Software infringes intellectual property rights, such as a patent, copyright or
trademark right of a third party, Granicus will defend su<!h action at its expense and will pay nny
and all fees, costs or damages that may be finally awarded in such action or any settlement
resulting from such action, provided that the Client shall permit Granicus to control the defense of
such action and shall not make any compromise, admission of liability or settlement or take any
, other action impairing the defense of such claim without Granicus' prior written approval.
10. MISCELLANEOUS.
10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the
party waiving compliance. Any failure by either party to strictly enforce any provision of this
Agreement will not be a waiver of that provision or any further default.
10.2 Governing Law. The laws of the State of California shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of Jaw principles.
10.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement. ·
10.5 Force Majeure. Other than payment obligations, neither party is responsible for
any delay or failure in performance if caused by any event outside the reasonable control of the
party, including without limitation acts of God, government regulations, shortage ofsu_pplies, act of
war, act of terrorism, earthquake, or electrical, internet or telecommunications outage.
I 0.6 Closed Captioning Services. Client and Granicus may agree that closed captioning
or transcription services will be provided by a third party under this agreement. In such case,
Client expressly understands that the third party is an independent contractor and not'an agent or
employee ofGranicus. Granicus is not liable for acts perfonned by such independent third party.
[Signature Page Follows]
Page 6
This /\grc~mcnt consists of this Service Agreement as well as the following exhibits. which nrc
incorporated herein by rclcrcncc as indicated:
1 ~.-.:h ib i t :
L.;hih it !3:
1 ~.\hihit l':
l > .. hibit I :
I ::'\hi hit 1::
Proposal
Support Information
Hnrdwarc Exhibit
Trademark [nformation
Termination or Expiration Options Regarding Content
TN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives,
GRANJCUS, INC.
By:
APPROVED AS TO FORM : Ed Roshitsh
I
ATIES T
Maria or is. City Cl e r
Its: Chief' Operating Officer
Address:
Name:
lis:
600 llan·ison St, Su itc 120
San Francisco. CA 94107
Address:
Page 7
This Agreement consists of this Service Agreement as well as the following exhibits, which me
incorporated herein by reference as indicated:
Exhibit/\:
l ~xhihit 11:
l :xhibil C:
l ~xhihit I :
Exhibit 1 ~:
Proposal
Support Information and Granicus Service Level Agreement
Hardware Exhibit
Trademark Information
Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives,
:~~
Ed Roshitsh
lis: Chief Operating Officer
Address:
600 Harrison St, Suite 120
San francisco, CA 941 07
CITY OF SAN .JUAN CAPISTRANO
By:
Name:
lls:
Address:
Date :
Pnge 7
EXHIBIT A
PROPOSAL
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0RANICUS, INC. SERVICE AGREEMIDIT Version 4.0
•
a.l
Crtn1 : y ( f l
November 22nd 2011
Dear Maria Morris,
Thank you for considering Granicus. It has been a pleasure to learn about the unique needs for the
City of San Juan Capistrano, CA. We look forwCJrd to establishing a rewarding, long-term
relationship with you.
On the following few pages, you will find a breakdown of the needs that we have uncovered, our
proposed solution, some of our key differentiators, detailed pricing, and a checklist that outlines
our next steps .
Over 900 jurisdictions have selected Granicus as a partner to help them build trust with citizens,
reduce staff time spent on processing meetings, and engage citizens in new ways. We hope that
you enjoy being part of the Granicus client family.
If I or any other member of the Granicus team can be of further assistance, please contact me at
949-289-4018.
Most Sincerely,
Ed Burrell
Software Sales Executive
Granicus, Inc.
•
Pricing:
Open Platform Suite
Government Transparency Suite
Shipping
Tax
Grand Total
$0;00
$6,800.00
$125.00
$0.00
$6,925.00
Proposal
$-420.00
$270.00
$0.00
$0.00
$690.00
*Promotion EOY11: Free Monthly Service -690.00 month
·Promotion for End of Year Business. All Granfcus Suites ·Get Free Menthly Managed Servic-es Ulltll SUly ltt 261·211
·Minimum con-tract length: 18 months
• All suites require the Granicus Open Platform
• All Suites include hardware and software and training
• Sales tax may apply depending on your organization's tax status and the tax laws unique to your
state, county and/or municipality.
• This proposal expires on Dec l51h 2011
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... NOTE: The pricing in this preliminary proposal is SUBJECT·TO ·CHANGE . While this preliminary proposal will provide you with our best possible
cstlm~te or what your solution will look like, It Is not considered complete until a network assessment hlls been completed. Our goal here at Granicus
Is to make sure that every new client has a successful deployment and to make sure that our products exceed your expectations. We believe that
spending the lime to accurately conduct an :~ssessment of your network and documents will help us meet our goals and will ensure that you have the
best experience possible. • ..
2
www.granicus.com • 600 HMrison Street. Suite 120. San Francisco, CA 94107 • (415) 357-3618
•
Proposed Solution
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The Granicus ~· Open Platform allows you to stream an unlimited number of meetings and events online and
over mobile devices-play video in Flash, HTML5 and Silverlight. Publish all of your content online with
indefinite retention schedules. Rely on the Open Platform's Unified Encoder to give you Lllllimitecl
b<mdwiclth, storage, and intelligent routing. You can also access a library of community content and start
publishing videos immediately. l:inally, leverage an open architecture and connect in-house or third-party
solutions to Granicus.
• Stream unlimited meeting bodies and events
o Indefinite retention schedules
• Intelligent media routing
o Community content library
• Open <trcllitecture ancl SDK
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•
The Governrnent TrelnSp(lrency Suite gives your citizens accc!ss to public meetings and records online. Take
the next step towards greater tr<lnsparency and link related documents to your video, offer your full agenda
packet, aml provide aclvilllcetl scorching of archives. Heach a broader audience througl1 downloadable
formats (MP3, MP4} and 1mke video available offline. Granicus' reporting tools give you a detailed analysis
of visitor statistics to help you better understand viewership tre11ds.
• Publish agenda p<~ckets with video
• Link relevant materials
• Build reports and an<1lylics
• I Legislate for the I Pad*
• Index videos live
• Offer downloadable formats (MP3 & MP4)
4
WWVI.gr·i1ll icus.r:OII1 • 600 ll illib011 Sli 'C:C l. Sllil(' 12.0, 5<111 rldi1Cisco, (1\ 94107 • 14i~ii 3'J7·361H
•
Remote Access Recording Option 1:
BroadcastManager™ 1000
The BroadcastManager1 M 1000 provides a one camera image of your government meeting similar to
the image below. This robotic camera can be remotely controlled by a GovTV operator. The service
can be integrated with all Granicus streaming and archive solutions.
GovTV automated televising services replaces
expensive television control rooms, with an off-site
control room, operated by GovTV staff. The local
government enjoys all of the benefits of a traditional
local television control room, but without the high
start-up expense, reliance on specialized local staff,
and government effort and responsibilities .
One Robotic Camera
stationary during meetings
Ability to Re -position Camera
for special presentations/ dais seating changes
..../ Televise to Granicus
Zero Staff Required
l
This service requires zero effort by city stuff. Service Is provided to your City as a complete rnannged service. Th e
only support required from your City is Internet access nnd electrical power. You can provide either a cable modem or
DSL to satisfy the Internet access requirement. One "standard" 20amp electrical circuit will meet all electrical needs.
BroadcastManager 1000
One camera displays a wide image of Council Chambers.
• $7,500 initial license fee (includes equip. &. installation)
• $258 professional services per month (includes two meetings)
• Additional rneeti ngs are $129 each
• $129 monthly equipment license fee
• Includes Cox Cable integration at BroadcastManager location
Based on an average of 20 council meetings per year and after initial startup license fee, the yearly cost
will be:
Professional Services···ZO meetings@ 258/month x 12 = 3,096
Equipment License fee·-·@ 129/rnonth x 12=
Total/yr. $4,644
5
www.!_~f'iHlicus.coiTI • 600 Harri'>Oil Street, Sllile 120, 5<m Fn111Cisco. C/19'1107 • {'115) 357<H>18
Proposal
BroadcastManager™ 1000 Camera Po sition
DAIS
PODIUM
D
AUDIENCE
6
www.grc1nicus.corn • 600 Harrison Street, Sulle 120, San Francisco, C/194107 • (415) 357-3618
•
Remote Access Recording Option 2:
BroadcastManager™ 4000
The BroadcastManagerTM 4000 provides a four camera image of your government meeting similar to
the image below. These robotic cameras can be remotely controlled by a GovTV operator.
The service can be integrated with all Granicus streaming and archive solutions.
GovTV automated televising services replaces
expensive television control rooms, with an off-site
control room, operated by GovTV staff. The local
government enjoys all of the benefits of a traditional
local television control room, but without the high
start -up expense, reliance on specialized local staff,
and government effor t and responsibilities .
Four Robotic Cameras
stationary durln9 meetings
Ability to Re-position Cameras
for special presentations/ rials seating changes
...., Televise to Granicus
.,. Zero Staff Required
Thi s se rvice requ ires zero effort by city staff. Service is provided to your City as a complete manilged servic e . The
only support re quired from your City is Internet access and electrical powe r . You can provid e e ither a cable modem
or DSL to satisfy the Internet access requirement. One "standard" 20amp electrical circuit will rneet all electrical
needs .
Broadc<JstManager 4000
Four cameras display the dais in three views, and one wide image of the Council Chambers.
• $14,500 initial startup equipment license fee (includes equip. & installation)
• $398 professional services per month
• $199 per additional meeting after two meetings/month
• $199 monthly equipment license fee
• Includes Cox Cable integration at BroadcastManager location
Based on an average of 20 council meetings per year and after initial license fee, the yearly cost will be :
Professional Services---20 meetings @---398/month x 12 = 4,776
Equipment License fee---@---199/month x 12=
Total/yr. $7,164
7
\'IV/IV l~lillliUJ>.C0/11 • (,()(1 lldlti~tlfl SI.IC'd, Sttilc 120. Silrl rtilfl<isc o, (A 9-1107 • (-11')1 3')7 3618
-.. .. .. .. ·~ .. ........
BroadcastManager™ 4000 Camera Positions
.· .
..... ·· ···· ...
DAIS
PODIUM
D
AUDIENCE
8
. •' ·•.··
,.,.
Proposal
::::>··
www.~ranicus.com • 600 H<trrlson Street, Suite 120, San Fmnclsco, CA 94107 • (415) 357·3618
r o a
Granicus Differentiators
• World's most experienced provider of government transparency, citizen participation, meeting
efficiency, legislative management, and training management solutions with:
o Over 900 clients in aliSO states, at every level of government
o Over 31 million government webcasts viewed
o More than 265,350 government meetings online
Open API architecture ami SDK allow for seamless integrations with systems alreudy in place
• Certified integrations provide flexibility and choice of a(iendCl workflow solutions
o Only government webcasting service to provide encoding, minutes annotation, transcription, and
closed captioninp, services
• Truly unlimited storage and distribution for all meeting bodies and llon-meeting content
• Indefinite retention schedules for all archived meeting and non -meeting content
• Only provider of both government webcasting and citizen participation services
• Only provider of both government webcasting and training management services
• Access a library of peer-created government media content from over 900 Granicus users
• 97% customer Scllisfaction rating, 99% client retention rating
• l{anked 185 011 Deloitte 500 fastest growing companies
• nanked 419 on Inc 500 fastest growing companies
• Client Success stories are available here: !.!tlp://·~~·.!:.!..!.!.!.!i(JY'~:_c>lll/C(i<·rlt~/Cil';e5Uirlir·~Jl 'J!~
Client List: lltt p://www.Er<micus.com/Ciients/Ciient ·List.asnx
Next Steps
• Engage Other Stakeholders
• Complete Network Assessment form and Network Assessment call
9
\'11'1\'U:Iilflicl/:,.co/ll • (,[)() llilrlison Street. Suite· 170, Sill! rriHKiSCll, C/1. 9<1\0/ • i-11'>) 357·3618
EXHmiTB
GRANICUS, INC. SERVICE LEVEL AGREEMENT
1.1 Up-Time Guarantee . Granicus, Inc. represents and warrants a 99.9% up-time guarantee for its
hosted services. Granicus, Inc. will provide notification of any system-wide outages within one hour
from the time the issue was first recognized.
1.2 Contact Information . The support staff at Granicus, Inc. may be contacted by the Client at its
mailing address, general and support-only telephone numbers, and via email or the Internet.
(a) Mailing Address. Mail may be sent to the support staff at Granicus, Inc.
headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 9410.5.
(b) Telephone Numbers. Technical support staff may be reached directly
from 5:00AM to 7:00PM Pacific time at {41 5) 655-2400. After hours or in case of a
technical support emergency, the support staff may be reached at (415) 655-2414, twenty-
four (24) hours a day, seven (7) days a week. Granicus office staff may be reached at (415) 357-
3618 or toll-free at (877) 889-5495.
(c) Internet and Email Contact Information. The website for Granicus, Inc, is
htt,p://www.granicus .com. Emails may be sent to the support staff at support@granicus.com.
1.3 Maintenance Services/Response Times. Granicus, Inc. represents and warrants that all
maintenance services and response times for service will be in accord with the levels and response times
set forth below:
(a) Levell: Emergency. Levell problems are total failures of the 'system or frequent
intermiuent failure such that the Client cannot consistently rely upon the quality and level of
services agreed to by the parties hereto.
Granicus, Inc. will respond to all Level I problems within one (1) hour of notification by the
Client of occurrence.
(b) Level II: Urgent. Level II problems are non-emergency issues that the Client
believes need to be addressed within 24 hours. Typically, this includes video files not uploading,
document template configuration changes, and other time-sensitive issues.
Granicus, Inc. will respond to all Level II problems within twenty-four (24) hours of notification
by the Client of occurrence.
(c) Level III: Non -urgent. Level III problems are typically feature requests or non-
time-sensitive issues.
Granicus, Inc. will respond to all Level Ill problems within three (3) days of notification by
Client of occurrence.
A response by Granicus, Inc. means that a Granicus, Inc. customer advocate or technical support
engineer will respond directly to the Client via phone or e-mail with (a) an assessment of the issue, (b) an
estimated time for resolution, and (c) will be actively working to resolve the issue. Notification shall be
the documented time that the Client either calls or e-m ails Granic us, Inc . to notify them of an issue or the
documented time that Gmnicus, Inc. notifies the Client there is an issue.
For hardware issues requiring replacement, Granicus, Inc. shall respond to the request made by
the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within
seventy-two (72) hours of the request by the Client, not including the time it takes for the part to ship and
travel to the Client. The Client shall grant Granicus, Inc. or its Representatives access to the Equipment
for the purpose of repair or replacement at reasonable times. Granic us, Inc. will keep the Client infonned
regarding the time frame and progress of the repairs or replacements.
Penalties. For failure to respond to a Level III problem in timely manner: Client will receive
credit for one (1) day of managed service. Level II: Client will receive credit for one (1) day of
managed service per hour past the twenty-four (24) hour response time required. Level 1: Client
will receive credit for one (I) day of managed service per hour past the response time required.
1.4 Scheduled Maintenance. Scheduled maintenance ofthe Granicus Solution will not be counted as
downtime, and will only take place between 8:00PM and 3:00AM Pacific time on a Friday, Saturday or
Sunday. Granicus, Inc. will clearly post that the site is down for maintenance and the expected duration
of the maintenance. Granicus, Inc. will provide the Client with at least two (2) days prior notice for any
scheduled maintenance. All system maintenance will only be perfonned during these times, except in the
case of an emergency. In the case that emergency maintenance is required, the Client will be provided as
much advance notice as possible.
EXHffiiTC
GRANICUS, INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the
Service Agreement between Granicus and Client, for the sale of the hardware components of the
Granicus Solution (the "Hardware") by Granicus to Client. This exhibit is an additional part of
the Service Agreement and is incorporated therein by reference. This exhibit does not change any
term of the Service Agreement except to the extent it is contrary to the Service Agreement.
Capitalized. terms used but not defined in this exhibit have the meanings given in the Service
Agreement.
I. Purchase Price. The purchase price for the Hardware shall be the price specified in the
Proposal.
2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of
this exhibit. Delivery is F.O.B. point of destination. Granicus will select the shipment method
unless otherwise mutually agreed in writing. The risk of loss passes to Client upon delivery by the
carrier at Client's destination. Granicus retains title to the Hardware until Granicus has received
payment in full of all sums due pursuant to this exhibit. Granicus retains title to and ownership of
all Granicus Software installed by Granicus on the Hardware, notwithstanding the use of the term
"sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the
failure by Client to reject the Hardware within fifteen ( 15) days following delivery of the
Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware
does not conform to the applicable written specifications.
4. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client,
Granicus will provide to Client any warranty provided by the manufacturer with respect to the
Hardware. Granicus shall repair or replace any Hardware provided directly from Granicus that
fails to function properly due to normal wear and tear, defective workmanship, or defective
materials as long as such Hardware is then under the manufacturer's warranty: Hardware that is not
provided by Granicus is the Client's sole responsibility.
5. Service Response Time. For hardware issues requiring replacement, Granicus shall
respond (via written or verbal acknowledgment) to the request made by the Client within twenty-
four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours
of the request by the Client, not including the time it takes for the part to ship and travel to the
Client. The Client shall grant Granicus or its Representatives access to the Hardware for the
purpose of repair or replacement at reasonable times. Granicus will keep the Client informed
regarding the time frame and progress of the repairs or replacements.
6. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously
tested based on Granicus-approved hardware. In order to provide the highest level of support, we
recommend including Granicus-approved hardware in your solution. However, Granicus does
afford clients with the option of utilizing their own hardware, providing that there is successful
validation by Granicus technical staff. While it is Granicus• intention to provide clients that use
their own hardware with the same level of customer care and continuous software upgrades, this
level of service is not guaranteed.
GRANICUS, INC. SERVICE AGREEMENT Version 4.0
7. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE
PROVIDED UNDER SECTION 4 ABOVE, THE SOLE WARRANTY ON THE HARDWARE
IS ANY MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION I ABOVE, AND
GRANICUS DISCLAIMS ANY .AND ALL EXPRESS, IMPLIED OR STATUTORY
WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST INFRINGEMENT,
WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY
WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS.
8. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR
OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN
NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING
TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO
GRANICUS I)Y CLIENT FOR THE HARDWARE.
9. Managed Hardware. In the event of malfunction for managed hardware provided by
Granicus, Granicus hardware that is maintained as part of a managed Open Platfonn service will be
repaired or replaced as part of the managed services as long as Client is current with it's monthly
subscription payment. Hardware that is not provided by Granicus is the Client's sole
responsibility. The key features of the Managed Hardware are as follows:
• Robust support for hardware, 0/S, and applications
• 7x24x365 phone, chat and email support from certified experts
• Replaceable parts include next day onsite installation and replacement
Escalation management. Granicus provides the above mentioned warranty under Client's
acknowledgment that all Granicus tools, and systems will be installed by the manufacturer chosen
by Granicus within the managed hardware, provided to the client. These software tools have been
qualified by Granic us to allow the highest level of service for the client. While it is Granicus'
intention to provide all Clients with the same level of customer care and warranty, should the
Client decline these recommended tools, certain levels of service and warranty may not guaranteed.
[end of Hardware Exhibit]
GRANlCUS, INC. SERVICE AGREEMENT 2 Version 4.0
EXHffiiTD
TRADEMARK INFORMATION
Grnnicus Registered Trndemnrks ®
granicus·
Granicus logo as a mark
Granicus®
Media Vault®
Mobile Encoder®
Outcast Encoder®
StreamReplicator®
Grnnicus Trademark Names TM
lntegrated Public Record"'
Intelligent Routing"'
LinkedMinutes ...
LiveManaget'
MediaCenter"'
MediaManager""
MeetingMember.,.
MeetingServerm
Simulcast Encoder"'
VoteCastUI
VoteCast"' Classic
VoteCast'" Touch
Client Trademarks
None
GRANICUS, INC. SERVICE AGREEMENT Version 4.0
EXHIBITE
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of tennination by Client or expiration of the Service Agreement, Granicus and the Client shall
work together to provide the Client with a copy of its Content. The Client shall have the option to choose
one (I) of the following methods to obtain a copy of its Content:
• Option I: Video/Audio files made available through optional media: data CD, external hard
drive, or flash drive. A CSV or XML file will be included providing clip infonnation such as
name, date, and/or description. This option may result in an additional charge to Client..
• Option 2: Provide the Content via download from MediaManager or from a special site created
by Granicus. This option shall be provided free of charge.
• Option 3: Granicus shall provide the means to pull the content using the Granicus Application
Programming Interface. This option shall be provided free of charge.
The Client and Granicus shall work together and make their best efforts to transfer the Content within the
sixty (60) day tennination period. Granicus has the right to delete Content from its services after sixty
(60) days.
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